KUWAIT Law and Practice Contributed by: Alex Saleh, Asad Ahmad, Khaled Al Makhezeem and Liana Rashid, GLA & Company
2.4 Definition of “Control” Article 1 of the Kuwait Competition Law defines con - trol as “the legal or contractual relationship which, either separately or in combination, results in exer - cising decisive influence”. 2.5 Jurisdictional Thresholds Article 3 of the Kuwait Competition Law applies to acts committed inside or outside the State of Kuwait whenever these acts prevent, restrict or distort free competition in the State of Kuwait. Under Resolution No 32 of 2026, which replaced Resolution No 26 of 2021, the current jurisdictional thresholds are as follows. • Where one of the parties to the concentra - tion achieves annual sales in Kuwait exceeding KWD1,500,000, according to the audited financial statements of the last fiscal year before the con - centration. • Where the parties to the concentration collec - tively achieve aggregate annual sales exceeding KWD3,000,000, according to the audited financial statements of the last fiscal year before the con - centration, provided that the company or business being acquired achieves sales in Kuwait of no less than KWD1,500,000. • Where the value of the registered assets of the parties to the concentration in Kuwait exceeds the value of KWD7,500,000, according to the audited asset data of the last fiscal year before the concen - tration. 2.6 Calculations of Jurisdictional Thresholds The calculation of the thresholds appears to be based on the audited financial statements of the persons involved in the economic concentration, which will generally be the participants in the transaction. Res - olution No 32 of 2026 clarified that “sales in Kuwait” means sales actually realised in the Kuwaiti market, whether achieved directly or through branches, sub - sidiaries or controlled entities and that “assets in Kuwait” means assets registered, owned or used in conducting economic activity in Kuwait, according to audited data. The Kuwait Competition Law does not specifically address currency conversion or whether to rely on the book or fair market value of the assets
Kuwait CPA’s requests and its persistent failure to pro - vide the requested data and information for more than one month. In addition, the Kuwait CPA published a sanction on 30 March 2023, fining various food asso - ciations for abusing their dominant position. The authors are aware of a local company that sub - mitted their filing with inaccurate information and that, as a result, the Kuwait CPA overseeing the matter appropriately disregarded the erroneous submission and directed the company to resubmit their filing with accurate information. This resulted in a major delay in obtaining clearance from the Kuwait CPA. The firm was engaged following the misfiling by another law firm in Kuwait and assisted the non-compliant com - pany with making an appropriate filing with the Kuwait CPA. Through its relationship with the CPA, the firm is aware of instances in which the CPA has sent inquiry letters to companies outside Kuwait that have no local pres - ence for potential gun-jumping investigations. While these sanctions are not directly related to merger control, they provide evidence of the Kuwait CPA’s proactive approach to identifying violations and imposing penalties. 2.3 Types of Transactions The following types of transactions are considered an economic concentration under the Kuwait Competi - tion Law. • The merger of two or more persons by amalga - mation or by a combination or merger of parts of persons, resulting in acquiring control or acquiring more control (see 2.4 Definition of “Control” ). • The acquisition (by one or more persons) or direct or indirect control over the entire or parts of anoth - er person or persons, whether by acquisition of any assets, property rights or usufructs by purchase of shares or liabilities or by any other means. • The joint venture of two or more persons, resulting in performing, on a lasting basis, an autonomous economic or commercial activity, regardless of its legal form or the activity to be practised.
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